UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 2006
RIVIERA HOLDINGS CORPORATION
(exact name of registrant as specified in its charter)
Nevada 000-21430 88-0296885
(State or other
jurisdiction of (Commission (IRS Employer
corporation) File Number) Identification No.)
2901 Las Vegas Boulevard
Las Vegas, Nevada 89109
(Address of principal office) (Zip code)
Registrant's telephone number, (702) 794-9237
including area code
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(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On November 15, 2006, the Riviera Operating Corporation ("ROC"), a
wholly-owned subsidiary of Riviera Holdings Corporation (the "Company"), issued
Salary Continuation Agreements (the "Agreements") to two executive officers and
58 other significant employees. Such Agreements are effective upon the execution
by each officer or employee. The Agreements entitle such officers and employees
certain compensation and benefits if the Company terminates their employment
without cause (a "Company Termination") within a specified time period after a
change in control of the Company, as described below.
The Agreements with Mark Lefever, the Company's Treasurer and Chief
Financial Officer and ROC's Executive Vice President of Finance, Tullio J.
Marchionne, the Company's Secretary and General Counsel and ROC's Secretary and
Executive Vice President, and two other significant employees entitle such
employees to 12 months of base salary and 24 months of health insurance benefits
in the event of a Company Termination within 24 months after a change in control
of the Company.
The other Agreements that are issued to 56 other current
significant employees entitle such employees to six months of base salary
and health insurance benefits, subject to such employees' duty to mitigate
by obtaining similar employment elsewhere, in the event of a Company
Termination within 12 months after a change in control.
In addition, on August 15, 2006, Riviera Black Hawk, Inc. ("RBH"),
ROC's wholly-owned subsidiary, issued the Agreements to five significant
employees of RBH. Such Agreements have the same benefits as the Agreements
referenced above between ROC and the 56 significant employees.
All of the Agreements expire on December 31, 2007.
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On November 13, 2006, the Company increased the annual salary of
Tullio J. Marchionne, the Company's Secretary and General Counsel and Riviera
Operating Company's Secretary and Executive Vice President, from $200,000 to
$250,000. In addition, see Item 1.01 of this Form 8-K for information concerning
Salary Continuation Agreements issued to Mr. Marchionne and Mark Lefever, the
Company's Treasurer and Chief Financial Officer and ROC's Executive Vice
President of Finance.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 17, 2006 RIVIERA HOLDINGS CORPORATION
By: /s/ Mark Lefeve
Treasurer and Chief
Financial Officer